Gold Fields orchestrates $1.2 billion stock offering; Keegan Resources prices C$11 million deal

By Sheri Kasprzak

New York, Jan. 25 - Gold Fields Ltd. headed up a light day of private placement activity with word that it intends to pay off some of its debt with a $1.2 billion PIPE.

The deal terms haven't been determined yet but a sellsider familiar with the resources sector said the capital raise alone should be beneficial to the gold explorer's stock.

"It shows they can fix some of their debt problem," he said. "That's important for their stock and it's important for their shareholders. I don't know how well it [the offering] will price but just getting the cash in hand is important."

Even though the market source noted that the stock may improve from news of the deal, Gold Fields' stock dropped by a $1.00, or 5.56%, to end at $16.99 (NYSE: GFI), although it gained 3 cents in after-hours trading.

Gold Fields also released its fourth-quarter earnings results on Thursday, reporting net earnings of $104 million compared with $98 million for the third quarter and $44 million for the same quarter of 2005.

Once priced, the placement will include a 15% over-allotment option.

Proceeds, as previously mentioned, will be used to repay debt incurred when Gold Fields acquired Barrick Gold Corp.'s 50% interest in the South Deep asset and its rights under the joint venture agreement with Western Areas Ltd.

Headquartered in Johannesburg, South Africa, Gold Fields is a gold exploration company.

Keegan's private placement

In other gold-related news, Keegan Resources Inc. priced a private placement for C$11 million.

The two gold offerings come as gold prices ended the session at $646.80 per ounce.

A market source familiar with resources said gold is poised to continue its climb in the coming weeks.

Meanwhile, Keegan intends to sell up to 4 million units at C$2.75 each in the non-brokered placement.

The units are composed of one share and one half-share warrant with each whole warrant exercisable at C$3.25 for 18 months.

The company's stock gave up 13 cents, or 4.41%, to end at C$2.82 (TSX Venture: KGN).

Proceeds will be used for drilling on the Esaase and Asumura gold properties in Ghana.

Keegan last came to the private placement market in October 2006 with a C$3.6 million offering of units of one share and one half-share warrant priced at C$1.80 each.

Keegan is a Vancouver, B.C.-based gold exploration and development company.

Starcore wraps offering

Elsewhere in the gold sector, Starcore International Ventures Ltd. pocketed C$18.7 million from the sale of subscription receipts.

The company sold 37.4 million subscription receipts at C$0.50 each.

The receipts are exchangeable for units of one share and one half-share warrant once the company completes its acquisition of the San Martin Mine from Luismin SA de CV, a subsidiary of Goldcorp Inc.

The whole warrants associated with the deal are exercisable at C$0.80 each for three years.

Starcore's stock climbed 18% Thursday, gaining 18 cents to end at C$1.18 (TSX Venture: SAM).

Starcore, also based in Vancouver, is a gold exploration company.

Osisko's stock drops

In secondary market news, Osisko Exploration Ltd.'s stock took a dip on Thursday, a day after the company priced a C$70.15 million offering of its stock.

The stock gave up 42 cents, or 3.41%, to close at C$11.88 (TSX Venture: OSK). On Wednesday, when the offering priced, the stock fell 10 cents, or 0.81%, to close at C$12.30.

The private placement includes shares priced at C$11.50 each, a 7.2% discount to the company's C$12.40 closing stock price on Tuesday.

The placement is being made through a syndicate of underwriters led by Westwind Partners Inc. Proceeds will be used for exploration on the company's Malartic gold project.

Osisko, located in Montreal, is a gold exploration company.

Elsewhere in secondary market action, Odyssey Marine Exploration, Inc.'s stock also dropped Thursday, losing 12 cents, or 3.86%, to close at $2.99 (Amex: OMR).

On Wednesday, when the company settled a $6.6 million private placement of series D convertible preferred stock, the stock gained 14.34%, or 39 cents, to settle at $3.11.

Tampa-based Odyssey Marine provides deep-sea shipwreck exploration services.

Southwest Casino gets $2.64 million

In other PIPE news Thursday, Southwest Casino Corp. came away from wagering its bets on a private placement with $2.64 million.

The casino operator issued 4.8 million shares in the deal to a group of institutional and other investors at $0.55 each.

Word of the deal sent the company's stock up more than 13%, gaining a dime to close at $0.85 (OTCBB: SWCC).

The investors received warrants for 1.9 million, exercisable for five and a half years at $0.61 each.

Midtown Partners & Co. LLC was the placement agent.

Proceeds will be used for working capital.

"We are pleased to close on this transaction as this money will allow us to continue to pursue our current gaming opportunities and provide general working capital," said James Druck, the company's chief executive officer, in a statement. "We appreciate the continued to support of our existing shareholders and welcome the support of new investors."

Minneapolis-based Southwest operates and manages casinos, gaming facilities and leisure facilities in Oklahoma, Colorado and Minnesota.

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